BABSON DAVID L GROWTH FUND INC
N-30B-2, 1995-08-24
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Babson Growth Fund 
Annual Report
June 30, 1995

MESSAGE 
To Our Shareholders


The U.S. stock market extended its rapid advance in the quarter ended 
June 30, 1995, taking many investors by surprise. Strong corporate earnings 
have been the main driver of this growth, along with lower levels of interest 
rates and the lack of any significant inflation. The large, multinational 
companies have dramatically outperformed the rest of the market this year, 
and have been aided by a broad economic recovery in Europe, a weak dollar 
versus the German mark and Japanese yen and rapid economic growth in many 
emerging markets.

Technology stocks have also been a pocket of strength this year, with that 
sector of the unmanaged Standard & Poor's 500 index of larger companies 
increasing by 38.1% in the first half of the year (including capital 
appreciation and dividends). This compares with a 20.1% total return for the 
entire unmanaged S&P 500 index in the same time period, and a return of 14.4% 
for the unmanaged Russell 2000 index (a proxy for performance of smaller 
companies).

Babson Growth Fund had a 7.7% total return in the second quarter (price 
change and reinvested distributions) and has returned 20.2% over the past 12 
months. At quarter-end the net asset value per share was $13.43.
	
			 Investment Results - Total Return
				Periods Ended 6/30/95
			       3 mos.  6 mos.  12 mos.
BABSON GROWTH FUND              7.7%    17.0%   20.2%
Lipper Growth Funds Average
	(615 funds)             9.3%    17.5%   22.2%
S&P 500 Index*                  9.5%    20.1%   26.0%
*unmanaged

During the latest fiscal year the Fund paid ordinary income dividends of $.18 
per share and realized capital gains of $.5345 per share. For our corporate 
shareholders, 100% of the ordinary income distributions qualify for the 
corporate dividends received deduction.

We are always looking for new opportunities for Babson Growth Fund, and made 
one new investment in Pep Boys during the second calendar quarter. Pep Boys 
is a major retailer of automotive parts and accessories, and also provides 
automotive maintenance and service through more than 400 stores in 29 states. 

In this same time period we eliminated investments in American Greetings and 
U.S. HealthCare.

We continue to focus on high quality, rapidly growing companies in Babson 
Growth Fund. Our emphasis on the relative valuations of these stocks 
differentiates the Fund from many other growth mutual funds, and has become 
increasingly important in our effort to preserve capital at a time when the 
stock market is entering unchartered territories at all-time highs.

We appreciate your continued interest in Babson Growth Fund.

Sincerely,


LARRY D. ARMEL
Larry D. Armel
President

<PAGE>

ECONOMIC AND PORTFOLIO REVIEW

Babson Growth Fund is a no-load mutual fund invested in a diversified list of 
common stocks selected for their long-term possibilities of both capital and 
income growth. It was founded particularly for those investors who believe in 
the Fund's fundamental investment policy and who wish to receive, through 
ownership of the Fund's shares, continuous portfolio supervision by the staff 
of David L. Babson & Co. Inc.

 In the first half of 1995, stocks rose nearly 20% - a large increase for 
such a brief time. As is usually the case, the big move in stock prices so 
far this year was totally unexpected.

Specific economic and financial developments 
triggered the market move and investors reacted with abandon. Such responses 
reflect the old bandwagon psychology: when the music is playing loudly, happy 
or sad, and the bandwagon is rolling down the street, everyone wants to climb 
aboard. Eventually, of course, the music stops for a while. Then people jump 
off the bandwagon and investors' evaluation of the market becomes based more 
on reason than emotion.

Recoveries from bear market lows typically average 
25-30% and since 1960, several have exceeded 40%. However, when the market 
is already near an all-time high, jumps of 20%-plus in just half a year are 
infrequent. As shown, in the past 35 years there have been only seven bull 
market advances of six months' duration that exceeded 15%.

6 Month Bull Market Advances
Exceeding 15%

Source: David L. Babson & Co. Inc.


Looking back over the first half of 1995, we can see a number of reasons for 
the strength in the stock market. First, confounding just about all 
forecasters, interest rates have dropped sharply _ generally more than 1-1/2 
percentage points on intermediate and long-term bonds. This has made bonds 
less attractive values and has steered more new buying into the stock market.

Second, earnings gains for the first quarter were stronger than most observers 
expected. With economic expansion decelerating in the second quarter, growth 
of corporate profits slowed. Still, at this point 1995 earnings estimates for 
many companies are higher than they were at the beginning of the year.

Third, the "Republican Revolution" in Washington has stimulated hopes for 
decreases in burdensome federal regulation, taxes and deficits. How far such 
shifts will go is still uncertain, but with the President recently weighing 
in on the side of deficit reduction, there is a growing possibility that the 
level of federal red ink will shrink substantially in the next few years. 
This will free up more private savings for productive capital investment and 
that could be very beneficial to the U.S. economy in the long run.

Fourth, aided by a further decline in the value of the dollar and continued 
efforts to improve efficiency, the competitive position of American companies 
in the world economy has grown even stronger.

These favorable factors have sparked continued active stock buying by 
individuals through equity mutual funds. Reports on mutual fund activity 
through July showed no slackening in the rapid flow of cash into stock funds.

Sometime in the next few years, there will be an unexpected negative 
development in the economic, financial or political arena that will cool the 
ardor of investors temporarily. But as this summer progresses, the bandwagon 
is still rolling merrily along.

With the stock market in new high territory and both the Standard & Poor's 
500 and the Dow Jones Industrial Average selling at five times their levels 
of 13 years ago (when the current bull market started), it's natural to ask 
whether it is too late now to continue buying stocks.

In our view, the simple answer is maybe yes for the short run but definitely 
no for the long-term. Our reasoning involves many factors which can be 
analyzed objectively but even the most logical analysis cannot give 
precise answers - because unpredictable events do occur in the economy and 
the stock market, and they can derail long-term trends for some period of 
time.

The long-term growth of earnings and dividends are the two factors which 
inevitably push stock prices higher. These trends are particularly important 
for this Fund, whose primary objective is to invest in high quality companies 
which have superior prospects for long-term earnings and dividend growth. 

Even if the next few years are sub-par for the stock market, there is every 
reason to believe the long-term trend will remain favorable. We shouldn't 
worry too much about the unanswerable question as to whether this is a good 
time, from a short-term standpoint, to buy stocks.

David L. Babson & Co. Inc.
<TABLE>

The Fund's Ten Largest Holdings
<CAPTION>
					       OWNED BY                 PERCENT
 1995    1994                                  THE FUND    MARKET         OF         S&P
 RANK    RANK         COMPANY                   SINCE      VALUE        PORTFOLIO RANKING
  <S>     <C>    <C>                             <C>    <C>              <C>         <C>
  1       1      Computer Sciences Corp.         1988   $8,531,250       3.45%       B+
  2       3      Boeing Co.                      1992    7,828,125       3.17%       A
  3       19     Johnson & Johnson               1974    6,762,500       2.73%       A+
  4       4      General Re Corp.                1990    6,693,750       2.71%       A
  5       20     Capital Cities/ABC, Inc.        1991    6,480,000       2.62%       A
  6       6      Automatic Data Processing, Inc. 1990    6,287,500       2.54%       A+
  7       2      King World Productions, Inc.    1989    6,075,000       2.46%       B+
  8       24     Philip Morris Cos., Inc.        1989    5,950,000       2.41%       A+
  9       21     American Home Products Corp.    1990    5,803,125       2.35%       A+
  10      10     Wallace Computer Services, Inc. 1989    5,756,250       2.33%       A

David L. Babson Growth Fund versus S & P and Value Line
*Unmanaged stock index
</TABLE>

Babson Growth Fund's average annual compounded total returns for one, five 
and ten year periods ended June 30, 1995, were 20.23%, 9.70% and 12.13%, 
respectively. Performance data contained in this report is for past periods 
only. Past performance is not predictive of future performance. Investment 
return and share value will fluctuate, and redemption value may be more or 
less than original cost.
<PAGE>

HISTORICAL RECORD
<TABLE>
Progress of the Fund since it was founded in 1960.                                
<CAPTION>
											    net asset
						      
									  net asset       value per
					   *long-term   *short-term      value per       share with
FISCAL                   net   *ordinary     capital       capital        share with      dividends and
YEAR    TOTAL           ASSET   INCOME       GAINS          GAINS       CAPITAL GAINS   CAPITAL GAINS
ended   net             value   dividends distributions distributions   distributions   distributions           
June 30 assets        per share per share  per share      per share       reinvested      reinvested
<S>     <C>           <C>       <C>          <C>          <C>              <C>             <C>         
1960    $  128,066    $ 4.87    $ _0_        $ _0_        $ _0_            $ 4.87          $ 4.87
1965    5,176,041       6.36    0.100         0.07          _0_              6.52            6.97
1970    28,729,379      7.16    0.170         0.02          _0_              7.63            8.87
1971    54,672,327      9.60    0.190          _0_          _0_              10.23           12.15
1972    77,860,344      10.90   0.180          _0_          _0_              11.62           14.05
1973    106,017,401     10.66   0.160         0.09          _0_              11.46           14.05
1974    143,011,492     9.34    0.200          _0_          _0_              10.04           12.54
1975    207,734,395     10.22   0.220          _0_          _0_              10.99           14.09
1976    224,727,885     10.00   0.250          _0_          _0_              10.75           14.16
1977    217,273,868     9.27    0.240          _0_          _0_              9.97            13.46
1978    217,114,139     9.40    0.280          _0_          _0_              10.11           14.06
1979    218,528,345     10.20   0.320          _0_          _0_              10.97           15.76
1980    234,348,577     11.25   0.390          _0_          _0_              12.08           18.01
1981    281,980,936     12.74   0.410          _0_          _0_              13.68           21.04
1982    205,749,921     9.67    0.440         0.79          _0_              11.24           17.97
1983    249,201,722     14.40   0.380         0.19         0.04              16.96           27.97
1984    208,290,661     10.85   0.380         1.615         _0_              14.68           24.91
1985    215,374,722     13.40   0.4025        1.6285       0.2225            18.14           31.36
1986    253,780,848     13.62   0.3525        1.3725        _0_              22.89           42.37
1987    288,727,782     16.25   0.305         1.29         0.005             28.45           53.43
1988    237,465,629     11.66   0.2925        2.3425        _0_              26.09           50.10
1989    266,125,877     11.87   0.3085        1.20         0.0965            29.38           58.38
1990    259,076,870     11.18   0.2725        1.125        0.01              30.36           62.04
1991    235,812,697     11.05   0.245         0.18          _0_              30.55           63.92
1992    232,400,994     11.70   0.20          0.025        0.011             32.45           69.10
1993    245,201,417     12.30   0.195         0.865         _0_              36.49           78.97
1994    227,724,061     11.78   0.20          0.7931        _0_              37.28           81.97
1995    247,282,420     13.43   0.18          0.5345        _0_              44.19           98.55
</TABLE>

*       Includes dividends and distributions applicable to the fiscal year 
which may have been paid soon after the fiscal year-end.
<PAGE>

STATEMENT OF NET ASSETS
June 30, 1995   
  S&P                             
RANKING** SHARES   COMPANY                               COST      MARKET VALUE
COMMON STOCKS - 99.33%
BASIC MATERIALS - 5.15%
  A       50,000  Air Products & Chemicals, Inc.     $  1,233,900 $  2,787,500
  B+      80,000  duPont (E.I.) deNemours & Co.         3,101,860    5,500,000
  B+      15,000  Louisiana Pacific Corp.                 622,980      393,750
  B+      30,000  Morton International, Inc. Industry     605,084      877,500
  A+      65,000  Sigma-Aldrich Corp.                   3,103,750    3,193,125
							8,667,574   12,751,875
CAPITAL GOODS - 12.30%
  A      125,000  Boeing Co.                            5,610,250    7,828,125
  A+      90,000  General Electric Co.                  2,446,945    5,073,750
  A       45,000  Grainger (W.W.), Inc.                 2,445,830    2,643,750
  A      200,000  Pall Corp.                            3,499,878    4,450,000
  A      150,000  Sherwin-Williams Co.                  4,142,375    5,343,750
  B       85,000  Sundstrand Corp.                      2,242,062    5,078,750
						       20,387,340   30,418,125
CONSUMER CYCLICAL - 21.82%
  A       60,000  Capital Cities/ABC, Inc.              2,772,720    6,480,000
  A      150,000  Circuit City Stores, Inc.             1,645,125    4,743,750
  A+      90,000  Dillard Department Stores, 
		    Inc. Cl. A                          1,983,690    2,643,750
  A+      37,500  Genuine Parts Co.                       939,925    1,420,313
  A+     150,000  Heilig-Meyers Co.                     3,719,906    3,825,000
  B+     150,000  King World Productions, Inc.*         2,561,703    6,075,000
  B      140,000  Mattel, Inc.                          2,893,302    3,640,000
  A+      60,000  May Department Stores Co.             2,131,800    2,497,500
  A+      90,000  Pep Boys-Manny, Moe & Jack            2,495,589    2,407,500
  B+      60,000  Reader's Digest Association, 
		    Inc., Cl. A                         2,464,356    2,647,500
  B+     150,000  Reebok International Ltd.             2,940,970    5,100,000
  A-     125,000  Service Corp., International          2,148,125    3,953,125
  NR     120,000  Viking Office Products, Inc.*         3,390,650    4,395,000
  B       75,000  Whirlpool Corp.                       1,953,875    4,125,000
						       34,041,736   53,953,438
CONSUMER STAPLES - 21.79%
  A+     130,000  Abbott Laboratories                   3,143,275    5,265,000
  A+      75,000  American Home Products Corp.          3,717,855    5,803,125
  A+     100,000  Anheuser-Busch Cos., Inc.             1,312,715    5,687,500
  A-      75,000  Bausch & Lomb, Inc.                   3,491,051    3,112,500
  A+      65,000  CPC International, Inc.               3,171,847    4,013,750
  B+      93,000  DENTSPLY International, Inc.          2,969,680    3,348,000
  A       80,000  Gillette Co.                          2,482,720    3,570,000
  B       24,000  Healthsource, Inc.*                     837,435      840,000
  A+     100,000  Johnson & Johnson                       596,921    6,762,500
  A+     100,000  PepsiCo, Inc.                         3,254,300    4,562,500
  A+      80,000  Philip Morris Cos., Inc.                348,971    5,950,000
  NR      90,000  Scherer (R.P.) Corp.*                 4,242,301    3,802,500
  B       28,000  United Healthcare                     1,264,555    1,158,500
						       30,833,626   53,875,875
ENERGY - 8.41%
  B-      80,000  Amerada Hess Corp.                    2,847,670    3,910,000
  NR      80,000  Burlington Resources, Inc.            1,104,279    2,950,000
  B+     140,000  Coastal Corp.                         2,827,398    4,252,500
  B+      50,000  Mobil Corp.                           1,470,150    4,800,000
  A       40,000  Royal Dutch Petroleum Co.               879,100    4,875,000
							9,128,597   20,787,500
FINANCIAL - 16.16%
  A+      50,000  American International Group, Inc.    2,002,319    5,700,000
  A+     103,125  Banc One Corp.                        1,533,349    3,325,781
  NR      62,000  Federal Home Loan Mortgage Corp.      3,241,171    4,262,500
  NR      65,000  First Data Corp.                      3,409,513    3,696,875
  B+      24,700  First Financial Management Corp.      1,763,982    2,111,850
  A       50,000  General Re Corp.                      4,081,235    6,693,750
  A+     135,562  KeyCorp New                           2,148,471    4,253,258
  B-     120,000  Mellon Bank Corp.                     4,454,000    4,995,000
  A-     100,000  St. Paul Cos., Inc.                   2,262,500    4,925,000
						       24,896,540   39,964,014
TECHNOLOGY - 13.70%
  A+     100,000  Automatic Data Processing, Inc.       2,483,095    6,287,500
  B+     150,000  Computer Sciences Corp.*              2,218,600    8,531,250
  A+      80,000  Minnesota Mining & Manufacturing Co.  3,589,820    4,580,000
  B      111,000  Seagate Technology*                   2,821,730    4,356,750
  NR     115,000  Vodafone Group PLC ADR                3,564,820    4,355,625
  A      150,000  Wallace Computer Services, Inc.       3,377,764    5,756,250
						       18,055,829   33,867,375
TOTAL COMMON STOCKS - 99.33%                          146,011,242  245,618,202

TOTAL INVESTMENTS - 99.33%                         $  146,011,242  245,618,202

Other assets less liabilities - 0.67%                                1,664,218

TOTAL NET ASSETS - 100.00%
  (equivalent to $13.43 per share; 100,000,000 shares of
  $1.00 par value capital shares authorized;
  18,406,343 shares outstanding)                                 $ 247,282,420


For federal income tax purposes, the identified cost of investments owned at 
June 30, 1995 was $146,011,242.

Net unrealized appreciation for federal income tax purposes was $99,606,960, 
which is comprised of unrealized
appreciation of $100,848,686 and unrealized depreciation of $1,241,726.

*Securities on which no cash dividends were paid during the preceding year.

**Standard & Poor's rankings are derived from statistical measurements of 
past earnings and dividend stability and growth.

NR - indicates no ranking is available. Rankings are not covered by the 
report of independent auditors.

See accompanying Notes to Financial Statements.
<PAGE>

STATEMENT OF ASSETS
AND LIABILITIES
June 30, 1995

ASSETS:
	
  Investment securities, at market value 
    (identified cost $146,011,242)                             $  245,618,202
  Dividends receivable                                                454,226
  Receivable for investments sold                                   1,954,227
    Total assets                                                  248,026,655

LIABILITIES AND NET ASSETS:
  Cash overdraft                                                       49,472
  Payable for investments purchased                                   694,763
    Total liabilities                                                 744,235

NET ASSETS                                                     $  247,282,420

NET ASSETS CONSIST OF:
  Capital (capital stock and paid-in capital)                  $  146,659,377
  Accumulated undistributed income:
    Undistributed net investment income                               162,016 
  Accumulated net realized gain on investment 
  transactions                                                        854,067
    Net unrealized appreciation in value of investments            99,606,960

NET ASSETS APPLICABLE TO OUTSTANDING SHARES                    $  247,282,420

Capital shares, $1.00 par value
	Authorized                                                100,000,000

	Outstanding                                                18,406,343

NET ASSET VALUE PER SHARE                                      $        13.43

See accompanying Notes to Financial Statements.
<PAGE>

STATEMENT OF OPERATIONS
Year Ended June 30, 1995

INVESTMENT INCOME:
  Income:
    Dividends                                                  $    5,058,891
    Interest                                                          245,967
								    5,304,858
  Expenses:
    Management fees (Note 3)                                        1,974,453
    Registration fees and other expenses                               19,305
			1,993,758
      Net investment income                                         3,311,100

REALIZED AND UNREALIZED GAIN ON INVESTMENTS (Note 1):
  Realized gain from investment transactions (excluding 
    repurchase agreements):
  Proceeds from sales of investments                               52,315,944
  Cost of investments sold                                         42,283,647
    Net realized gain from investment transactions                 10,032,297
  Unrealized appreciation on investments:
    Beginning of year                                              69,498,193
    End of year                                                    99,606,960
  Increase in net unrealized appreciation on investments           30,108,767
    Net gain on investments                                        40,141,064
    Increase in net assets resulting from operations            $  43,452,164


See accompanying Notes to Financial Statements.
		
<PAGE>

STATEMENTS OF CHANGES
IN NET ASSETS
For The Two Years Ended June 30, 1995   
		
		
							 1995          1994    
INCREASE IN NET ASSETS FROM OPERATIONS:
  Net investment income                              $  3,311,100  $ 3,713,942
  Net realized gain from investment transactions       10,032,297   14,766,716
  Increase (decrease) in net unrealized appreciation 
    on investments                                     30,108,767   (9,006,746)
    Net increase in net assets resulting from 
      operations                                       43,452,164    9,473,912
  Net equalization included in the price of shares 
    issued and redeemed                                   (40,263)     (50,510)

DISTRIBUTIONS TO SHAREHOLDERS FROM:*
  Net investment income                                (3,314,210)  (3,678,341)
  Net realized gain from investment transactions       (9,640,620) (14,376,616)
    Total distributions to shareholders               (12,954,830) (18,054,957)

DECREASE FROM CAPITAL SHARE TRANSACTIONS:
  Proceeds from 1,301,049 and 1,082,510 shares sold    16,159,476   13,912,880
  Net asset value of 909,226 and 1,407,070 shares 
    issued for reinvestment of distributions           12,003,961   16,798,690
						       28,163,437   30,711,570
    Cost of 3,136,550 and 3,093,551 shares redeemed   (39,062,149) (39,557,371)
    Net decrease from capital share transactions      (10,898,712)  (8,845,801)
      Total increase (decrease) in net assets          19,558,359  (17,477,356)
NET ASSETS:
  Beginning of year                                   227,724,061  245,201,417 
  End of year (including undistributed net 
    investment income of $162,016 in 1995 
    and $0 in 1994)                                 $ 247,282,420 $227,724,061

*Distributions to shareholders:
	Income dividends per share                  $     0.18    $      .2000
	Capital gains distribution per share        $     0.5345  $      .7931

See accompanying Notes to Financial Statements.
<PAGE>

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940, as amended, 
as a diversified open-end management investment company. The following is a 
summary of significant accounting policies consistently followed by the Fund 
in the preparation of its financial statements.

Investments - Common stocks traded on a national securities exchange are 
valued at the last reported sales price on the last business day of the 
period or, if no sale was reported on that date, at the average of the last 
reported bid and asked prices. Common stocks traded over-the-counter are 
valued at the average of the last reported bid and asked prices. Investment 
transactions are recorded on the trade date. Dividend income and distributions 
to shareholders are recorded on the ex-dividend dates. Realized gains and 
losses from investment transactions and unrealized appreciation and 
depreciation of investments are reported on the identified cost basis.

Federal and State Taxes - The Fund's policy is to comply with the requirements 
of the Internal Revenue Code applicable to regulated investment companies and 
to distribute all of its taxable income to its shareholders. Therefore, no 
provision for federal or state tax is required.

Equalization - The Fund uses the accounting practice known as equalization, 
by which a portion of the proceeds from sales and costs of redemption of 
capital shares, equivalent on a per share basis to the amount of undistributed 
net investment income on the date of the transactions, is credited or charged 
to undistributed income. As a result, undistributed net investment income per 
share is unaffected by sales or redemptions of capital shares.

2. PURCHASES AND SALES OF SECURITIES:

The aggregate amounts of security transactions during the year ended June 30, 
1995 (excluding repurchase agreements), were as follows:
	Purchases               $       37,990,324
	Proceeds from sales             52,315,944

3. MANAGEMENT FEES:

Management fees, which include all normal expenses of the Fund other than 
taxes, fees and other charges of governmental agencies for qualifying the 
Fund's shares for sale, special legal fees, interest and brokerage 
commissions, are paid to Jones & Babson, Inc., an affiliated company. These 
fees are based on average daily net assets of the Fund at the annual rate of 
 .85 of one percent on net assets up to $250,000,000, and .70 of one percent 
on net assets exceeding that amount. Certain officers and/or directors of the 
Fund are also officers and/or directors of Jones & Babson, Inc.

4. RECLASSIFICATION OF UNDISTRIBUTED NET INVESTMENT INCOME:

During the year ended June 30, 1995, $165,127 was reclassified from capital 
stock to undistributed net investment income. Net investment income and net 
assets were not affected by this change.
<PAGE>

FINANCIAL HIGHLIGHTS

The following table sets forth information as to capital and income changes 
for a share outstanding for each of the five years in the period ended 
June 30, 1995:                                      
<TABLE>
<CAPTION>
						1995     1994    1993    1992    1991
<S>                                             <C>     <C>     <C>     <C>     <C>
Net asset value, beginning of year              $11.78  $12.30  $11.70  $11.05  $11.18

Income from investment operations:
  Net investment income                           0.18    0.20    0.22    0.20    0.24
  Net gains on securities
    (both realized and unrealized)                2.18    0.27    1.44    0.69    0.06
  Total from Investment Operations                2.36    0.47    1.66    0.89    0.30

Less distributions:
  Dividends from net investment income           (0.18)  (0.20)  (0.20)  (0.20)  (0.25)
  Distributions from capital gains               (0.53)  (0.79)  (0.86)  (0.04)  (0.18)
  Total Distributions                            (0.71)  (0.99)  (1.06)  (0.24)  (0.43)
Net asset value, end of year                    $13.43  $11.78  $12.30  $11.70  $11.05

Total Return                                       20%     4%      14%     8%      3%


Ratios/Supplemental Data

Net assets, end of year (in millions)           $  247  $   228 $   245 $   232 $   235
Ratio of expenses to average net assets           0.85%   0.86%   0.86%   0.86%   0.86%
Ratio of net investment income to average 
  net assets                                      1.42%   1.54%   1.54%   1.69%   2.26%
Portfolio turnover rate                             17%     10%     13%     12%     22%

</TABLE>

See accompanying Notes to Financial Statements.

<PAGE>

REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of
David L. Babson Growth Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, 
including the statement of net assets, of David L. Babson Growth Fund, Inc. 
(a Maryland corporation), as of June 30, 1995, and the related statement of 
operations for the year then ended, the statements of changes in net assets 
for each of the two years in the period then ended, and the financial 
highlights for each of the five years in the period then ended. These 
financial statements and financial highlights are the responsibility of the 
Fund's management. Our responsibility is to express an opinion on these 
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts 
and disclosures in the financial statements and the financial highlights. Our 
procedures included confirmation of securities owned as of June 30, 1995, by 
correspondence with the custodian and brokers. An audit also includes 
assessing the accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial statement and the 
financial highlights presentation. We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred 
to above present fairly, in all material respects, the financial position of 
the David L. Babson Growth Fund, Inc. as of June 30, 1995, the results of its 
operations for the year then ended, the changes in its net assets for each of 
the two years in the period then ended, and the financial highlights for each 
of the five years in the period then ended in conformity with generally 
accepted accounting principles.
		
		ARTHUR ANDERSEN LLP
Kansas City, Missouri
August 4, 1995
<PAGE>

This report has been prepared for the information of the Shareholders of 
David L. Babson Growth Fund, Inc., and is not to be construed as an offering 
of the shares of the Fund. Shares of this Fund and of the other Babson Funds 
are offered only by the Prospectus, a copy of which may be obtained from 
Jones & Babson, Inc.



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